March 3, 190.J
and was an intimate friend of the late Li Han-chung, the elder brother of the present Viceroy. He has since recovered his rank, by what means it is impossible to say, and was en- trusted last year with a secret mission to Japan from the Dowager Empress, the object of which we do not know, but it was probably in connec- tion with the arrest of Kang Yu Wei. On bis return from Japan he joined Li Hung-chang's staff by order of the Empress Dowager and is 1ow statimed at Canton with the Viceroy. It is a significant fact that Kang Yu Wei left Hongkong immediately after the arrival of the Vicerory and his staff in the south to seek shelter in Singapore and afterwards in Europe.
Wak
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CHINA OVERLAND TRADE REPORT.
SI
February 26th.
1.
IN ORIGINAL JURISDICTION.
BEFORE SIR JOHN CARRINGTON, U,M.G. (CHIEF-JUSTICE),
IN THE MATTER OF ORDINANCE NO
1 OF 1865 AND IN THE MATTER OF THE MAN ON INSURANCE COMPANY, LIMITED.
His Lordship delivered judgment in this case as follows:--
This same Lo Hok-shun, ia company with Lo Cheuk-chao-the opium farmer of Hongkong and gambling farmer of Macao, and a most in- On the 5th instant the Applicaut, Ho Tuug, fluential man with the Portuguese officials obtained an order calling upon the Man On proceeded to Macao on Saturday last and Insurance Company, Limited, to "show cause instrumental in the rrest of King Lien.. han. why an order should not be made that the re- Lo Hok shun returned from Macão yesterday gister of the said Company be rectified by re- and proceeded at once to Canton with the obmoving the name of Chong Wing Shat there. ject of obtaining the necessary documents for from in respect of seven shares in the said the man's rendition. It is well known that Lo Company, numbered -54, 246, 2947, 3492, Hok Shun is still a very wealthy man, but we
3×32, 3833, and 3834 respectively, and the name hope and trust that the Portuguese Government of Lai Yung Tak Tong therefrom in respect will see their way to give King Lien-shan that of four shares in the said Company numbered protection which was extended by the sister 4255, 4256, 4257, and 1258 respectively, and by colony of Hongkong to Kang Yu Wei.
substituting for the names of the said Cheng Wing Shan and Lai Yung Tak Toug the name of the said Ho Tung as the holder of the said shares. Cause was shown accordingly on the 16th and 17th instant.
IMPERIAL DECREE.
(We are indebted to the North-China Daily News for this translation.)
24th. February.
"We received yesterday a memorial from the Generalissimo, Jung Lu. stating that Tung Fu-bsiang, Commandant of the Kausu Corps of the Grand Army of the North, having re- ceived news of the death of his mother, now asked permission to be allowed to resign his post and return to his native city of Ninghsia, Kansu province, To this prayer we at the time gave special permission to the said Tung Fu-hsiang to retire into mourning one hun- dred days (after the Manchu custom-Transla- tor), it not being expedient, under the present state of affairs, for Tung Fu-hsiang to reluru to his home. As an act of special grace Tung Fa-hsiang was also named acting Provincial Commander-in-Chief of Kansu during the one hundred days of his mourning, the substantive post to be returned to him on completion there of. (Otherwise he would, according to custom, have had to resign that post, also losing what
ever emoluments there are connected with such a high post.--Translator.)
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It seems, however, that Fu-hsiang is still anxious te return home and complete his three years mourning, and Jung Lu this morning has presented another memorial to the effect. We commend Tung Fu hsiang for this demon- stration of filial piety on his part, which speaks well for him, considering his many years of act- ive m litary service, and martial fame superior to any general officer now living; but we must remind him of the duty he owes to patriotism and loyalty to the Throne, and in consideration of the present state of affairs in the country have again to refuse the said Tung Fu-hsiang this privilege of undergoing complete mourn ing for this parent."
case ar not in
The main facts of the dispute. In June, 189, as the Company says, or in August, 1899, as the Aplicant says, the Applicant purchased from Cheng Wing
Stan the seven shares above mentioned. In September be applied to the Company to have considered at a meeting of the Directors held the transfer registered This application was
on the 9th October. In the minutes of that meeting there is the simple statement that "all the Directors say that they disallow the pro- posed transfer.
transfer "
But in a declaration made on the 13th instant, Chan Tseung Fat, the Secre- refused their consent to and approval of the tary of the Company, says that the Directors,
as they did not consider the said flo shares in the said Company,
ung to be a fit and proper person to hold written by Messrs. Deacon and Hastings, the Company's solicitors, to Messrs. Wilkinson and Grist, the Applicant's solicitors, dated the 7th
In a letter
December, it was said that the Board of Direc tors "had decided that they were unable to approve the transfer." Then follow these two graphs:Our clients would point out
that the vendor of the said shares has not complied with Article 26 of the Articles of As- vendor has not complied with the stipulation sociation of the Company and further the said coutained in his share certificate, viz, that in case the shareholder wishes to sell his shares, he must first give the Company the option of par- and on in (sic) default of their doing so, h is chasing or finding a purchaser for the same at liberty to sell the shares to another person.
"Our clients further instruct us to say that prepared to purchase the said shares from in order to avoid loss to your clieut they would
him at the market price of the day."
to have made up his mind to obtain another set On receiving this letter the Applicant seems
of shares with regard to which those alleged defects of title should not exist. Acordingly, ou the 25th December, he agreed to purchase from Lai Yang Tak Toug the four shares above mentioned, in the event of the Company offered to them. The price at which they were uot purchasing the said shares, which had been offered to the Company was $300 per share. price, alleging as a reason for their refusal that The Compan 7 declined to purchase them at this
the market price at the time was only $96 te 898 per share.
As a matter of fact, says the translator, this persistent appeal of Tung Fu-hsiang to b allowed to return to his far-off home outside the Great Wall in the North-west is not prompted by any special filial piety or love of his mother, who was a stepmother, but really seems to have been the desire to show his disgust at the prudence shown by the Empress Dowa- ger and Prince Ching Tung Fu-hsiang is well- known to be a most bitter hater of all things foreign and has repeatedly exhorted the Empress Dowager to declare war against all foreigners Grist wrote to the Company on behalf of Lai On the 5th January Messrs. Wilkinson and in the North, staking his life apon it that he, at Yung Tak Toug, informing them that he pro- the head of his Kansu veterans alone, would be posed to sell his shares to the Applicant. Ou able to clear Chibli proviuce and the Imperial the 8th Jaanary, the shares were sold and traus- prefecture of Shuntieufu (Peking) of all for. eigners and enemies of the Empress Dewager, Wilkinsou and Grist wrote, on behalf of the ferred accordingly, and on the same day Me-ses, if she would only allow him to do so. bombastic proposition being ignored, Tung - u
This Applicaut, to the Company acquainting them hsiang has taken the opportunity of the death | shares should be registered in the Applicant's with the sale and transfer and asking that the of his stepmother to show his displeasure.
name. At a meeting of the Directors which
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was held on the same day, it was unanimously resolved to disallow the transfer. This decision was communicated to the Applicant by a letter from Messrs. Deacon and Hasting to Messrs. Wilkinson and Grist in the followings terms :—
35. Queens Road, Hongkong,
12th January, 1900. Man On Insurance Company, Dear Sirs,-In reply to your letters of the 5th and 8th instant directed to the Secretary of the above Company on behalf of Mr. Lai Yung Tak Toug, informing him your client had transferred the shares re- ferred to in your letter to Mr. Ho Tang and calling upon the Secretary to register the transfer, the Company not being prepared to pur chase them at the price offered, we are instruct- ed to say that the price asked for by your client was a purely fictitious one and far above the market value of the shares. The Company are prepared to purchase the shares at the ordinary market rate.
As regards the registration of the transfor to Mr. Ho Tung, we or instructed to say that the Directors, in pursuance of the powers in that behalf vested in them by Articles 26 and 28 of the Articles of Association, being of opinion that Mr. Ho Tung is not a fit person to hold shares in the Company, cannot give their con. seut and approval to the transfer, which is necessary under Article 26 before the sale and transfor shall be deemed valid and binding on the Company.
The reason for this orinion of the Directors is that, as Mr. Ho Tung is a shareholder or largely interested in other insurance companies carrying on business in competition with their Company, it would not be for the interest of their Company to allow him to become a share- bolder therein. They cannot accordingly con sent and approve of the transfer to him, and decliue to register it.-Yours faithfully,
DEACON & HASTINSG, H. W. L.
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Messrs. Wilkinson & Grist.
As a result of this letter the noti e of motion on which the present order to show canse was granted was filed in the Court on the 29th January.
On this state of facts the following questions arise for decision. In the first place it is con- Articles of Association under which the Com tended on behalf of the Applicut that the
pany purports to act in refusing to register the transfer are altogether i valid. The ground for this contention is that the Articles were defective in their inception in not complying with the requiremouts of the Companies Ordin. ance, 1865, as to their mode of execution, and that their registration was therefore improperly made and eauuot give them validity. l'hea it is said that, if these Articles are not operative, the regulations contained in Table A of the First Schedule to the Companies Ordinance, 1865, apply to the Company, aud ander those regulations the right of the Applic int to have
the
transfers registered is unquestionable. Mr. Francis for the Company admits that this latter contention is well founded. But it is further arged on behalf of the Applicaut that even if the Articles of the Company are valid. the Applicant is entitled, ou a proper con- struction of them and in the circumstances of the case, to have the trausfers registored, while ou the part of the Company it is contended that, ou this construction and in these ciroum. stances, the company have bond fide actod with- in the powers conferred by their Articles in refusing such registratióu and the Court will not interfere with their action.
question to be determined is, what is the real It is clear that the first and most importaut
position of the Articles of Association of the Company?—are they valid or invalid?
In considering this question it will be conveni- ent to set out in the first place the statutory provisions relating to the registration of me- moranda and articles of association, and then to state the facts relating to the registration of these particular articles.
By section 6 of the Companies Ordinance, 865, it is enacted that any seven or more per- Rous associated for any lawful purpose, except that of carrying ou the business of banking, of association and otherwise complying with uay by subscribing their names to a memoraudum the requisitions of this Ordinance in respect of
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